Application for registration of international bond issue under the law in Vietnam

Application for registration of international bond issue under the law in Vietnam (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. What is international bond?

According to Clause 1, Article 3 of Circular 10/2022/TT-NHNN ,international bond means a type of bond that is issued in the international market by an issuer to non-residents, and is not deposited at any depository institutions in the territory of Vietnam.

In which, international bond issue means a foreign medium or long-term loan which is received through issuance of international bonds by an issuer without the government guarantee.

(Clause 3, Article 3 of Circular 10/2022/TT-NHNN ,)

2. Application for registration of international bond issue in Vietnam

Specifically, in Article 6 of Circular 10/2022/TT-NHNN, an application for registration of international bond issue includes:

- The application form made according to Appendix 01 enclosed with Circular 10/2022/TT-NHNN.

Sample of application for registration of international bond issue

- The issuer’s legal documents, including: Copies of enterprise registration certificate, establishment license or investment certificate and their amending documents (if any).

- The original or copy of the international bond issuance plan which has been approved by competent authorities and meets all requirements for offering of corporate bonds in the international market.

- The original or copy of the written approval for the international bond issuance plan given by competent authorities in accordance with regulations of the Law on issuance of corporate bonds, the Law on Enterprises, and the issuer’s charter.

- The originals or copies of the written approvals, given by competent authorities as prescribed by law, for the issuer’s investment projects or programs; the plan for increase of working capital; the plan for restructuring of the issuer’s debts using proceeds from issuance of international bonds.

- The report on implementation of regulations on holdings of foreign investors (in case of issuance of convertible bonds or warrant-linked bonds).

- The reports on compliance with foreign borrowing limit as one of the foreign borrowing requirements (if any); maintenance of prudential ratios and limits as prescribed by specialized laws as at the end of the last 03 months before the submission date (the issuer that is a credit institution shall submit these reports according to Appendix 02 enclosed with Circular 10/2022/TT-NHNN).

Reports on compliance with foreign borrowing limit

- The copy of the written approval given by the State Securities Commission of Vietnam (“SSC”) for the offering of bonds in the international market (in case the issuer is a public company, securities company or securities investment fund management company).

- The copy in foreign language and the Vietnamese translation of the written agreement on the bond issue which includes information on terms and conditions of the bond issued, receipt of payments for bonds, payment of bond principal, interests and fees, the lender’s representative (if any), and relevant agents depending on the structure of each bond issue.

- The copies in foreign language and the Vietnamese translations of contracts or other agreements (if any), containing binding obligations to pay fees on the bond issue, signed by and between the issuer and foreign party.

3. Grounds for considering and certifying registration of international bond issue in Vietnam

Grounds for considering and certifying registration of international bond issue include:

- The value of the international bond issue must not exceed the total limit on conventional foreign loans annually approved by the Prime Minister of Vietnam.

- The issuer is required to comply with and meet all foreign borrowing and foreign exchange management requirements in respect of borrowing and repayment of foreign debts without the government guarantee, and other current regulations of law on offering of corporate bonds in the international market.

(Article 5 of Circular 10/2022/TT-NHNN)

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